MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made and entered
into as of the 22nd day of October, 1991, by and between Vindicator, Inc. of
Hillsborough County, Florida, hereinafter called Mortgagor; and Nordion
International, Inc., a Canadian corporation hereinafter called Mortgagee;
W I T N E S S E T H:
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Mortgagor, in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration to Mortgagor paid by Mortgagee, the receipt and
sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell,
assign, transfer, convey and confirm unto Mortgagee that certain parcel of real
property situate in Hillsborough County, Florida, and described as follows:
A parcel of land being in the SW1/4 of Xxxxxxx 0, XXXXXXXX 00 XXXXX, XXXXX
23 EAST, Polk County, Florida, being more particularly described as
follows:
Commence at the Southwest corner of said Section 2; thence North 00o07'56"
West along the West line of said SW1/4 a distance of 1614.06 feet to the
South line of the North 990 feet of said SW1/4; thence North 88o34'0" East
along said South Line and parallel with the North line of said SW1/4 a
distance of 1643.3 feet to the point of beginning; thence South 01o26'00"
East, 360.00 feet; thence North 88o34'00" East parallel with said North
line of the SW 1/4 a distance of 317.31 feet to the point of Curvature of a
curve concaved Northwesterly having a radius of 570.00 feet, a central
angle of 18o51'00", a chord bearing of North 79o08'30" East, and a chord
distance of 186.68 feet; thence Northeasterly along said curve 187.53 feet
to the point of Tangency; thence North 69o43'00" East, 56.11 feet to point
of Curvature of a curve concaved Northwesterly having a radius of 30.00
feet, a central angle of 90o00'00", a chord bearing of North 24o43'00"
East, and a chord distance of 42.43 feet; thence Northeasterly along said
curve 47.12 feet to the point of Tangency, said point being on the Westerly
right of way line of Prairie Mine Road; thence North 20o17'00" West along
said right of way line 288.70 feet to said South line of the North 990 feet
of said SW1/4; thence South 88o34'00" West along said South line and
parallel with said North line of the SW1/4 a distance of 480.00 feet to the
point of beginning
(the "Land"); together with all plants of every kind now growing or that may be
hereafter growing on or upon the Land; all buildings, structures and other
improvements now on or hereafter placed or constructed on the Land; all
fixtures, furniture, furnishings, equipment, appliances and all other personalty
now on the Land or that may hereafter be erected or placed thereon or acquired
therefor, including, but not limited to, all heating, fighting, plumbing,
ventilating, refrigerating, air conditioning, sprinkling, water and power
systems, appliances and fixtures; all windows and doors, screens, awnings,
window shades, bath tubs, sinks, toilets, basins, mirrors, refrigerators, hot
water
This instrument was prepared by:
Xxxxxx X. Xxxxxx
Xxx Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
heaters and ranges; and all substitutions and replacements of or for any of
the foregoing and all proceeds thereof, including insurance proceeds; together
with all rents, issues, income and profits from any and all of the foregoing, a
of which are hereby specifically assigned and pledged to Mortgagee as security
for the payment of all debt herein referred to and Mortgagor's Performance of
all of Mortgagor's covenants and agreements herein contained.
Mortgagor also hereby grants, assigns, transfers and conveys to Mortgagee
all and singular the ways, easements, riparian and other rights, and all
tenements, hereditaments and appurtenances belonging to the Property or in
anywise appertaining thereto.
Mortgagor hereby grants to Mortgagee a mortgage and a security interest in
all of the Property and in addition to the rights of a mortgagee. Mortgagee
shall have all rights of a secured party under the Florida Uniform Commercial
Code.
TO HAVE AND TO HOLD the Property unto Mortgagee forever.
Mortgagor hereby covenants with Mortgagee that Mortgagor is indefeasibly
seized with the absolute and fee simple title to the Property; that Mortgagor
has full power and lawful authority to sell, convey, assign, transfer and
mortgage the same; that it shall be lawful for Mortgagee at any time hereafter
peaceably and quietly to enter upon, have, hold and enjoy the Property and every
part thereof.
Mortgagor covenants that Mortgagor, at Mortgagor's own expense, will
execute such other and further instruments and assurances to vest absolute and
fee simple title to the Property in Mortgagee that may be requested by
Mortgagee; and that Mortgagor will warrant and defend the title to the Property
unto Mortgagee against the lawful claims and demands of all persons whomsoever.
This Mortgage and Security Agreement is given to secure to Mortgagee any
payment, up to $600,000, to be made by Mortgagor to Mortgagee pursuant to a
Reimbursement and Indemnity Agreement dated October 22, 1991 by and between
Mortgagor and Mortgagee whereby Mortgagor has agreed to indemnify Mortgagee
against any payment, up to $600,000, required to be made by Mortgagee to ACSTAR
Insurance Company ("ACSTAR") pursuant to an indemnity agreement being entered
into by Mortgagee with ACSTAR to secure a License and Permit Bond between
Mortgagor and Acstar for the benefit of the State of Florida, in the amount of
$600,000. As of the date hereof, the sum of $4,500 has been advanced by
Mortgagee in connection with such License and Permit Bond and is secured hereby.
Mortgagor hereby further covenants to pay all taxes and assessments levied
or assessed upon the Property before the same become delinquent, and in no event
to permit the Property, or any part thereof, to be sold for nonpayment of taxes
or assessments; to keep the Property in good repair and to permit, commit or
suffer no waste, impairment or deterioration thereof; to comply strictly with
all laws and governmental regulations and rules affecting the Property or its
operation; to pay all taxes that may be levied or assessed on this Mortgage or
the moneys secured hereby; to permit no mechanic's or other liens arising either
by contract or by law to be created or rest upon all or any part of the Property
for ten days without the same being paid or released and discharged of the
Property; and to pay all costs and expenses incurred or paid by Mortgagee in
collecting the moneys hereby secured or in enforcing or protecting the rights
and security of the Mortgagee hereunder, including reasonable attorney's fees
incurred out of court, at trial, on appeal, or in bankruptcy proceedings, in the
event this Mortgage and the liability be placed in the hands of an attorney for
collection.
Mortgagor further covenants to keep the buildings, structures and other
improvements now or hereafter erected or placed on the Land and constituting a
part of the Property constantly insured against all loss or damage for the full
insurable value thereof for fire, windstorm and extended coverage in insurance
companies satisfactory to Mortgagee (but Mortgagee shall not be liable for the
insolvency or irresponsibility of any such companies), which policies shall
provide for not less than 10 days prior written notice of cancellation to
Mortgagee, and to pay promptly all premiums for such insurance, the policies
representing which shall be delivered to and held by Mortgagee as additional
security for the payment of the indebtedness and liability secured hereby. All
sums recoverable on any such insurance policies shall be made payable to
Mortgagee by a loss payable clause satisfactory to Mortgagee, to be attached to
such policies. In the event any such insurance policy shall expire during the
life hereof, Mortgagor agrees to procure and pay for renewal a thereof, with the
above requirements, replacing such expired policy, ten days prior to the
expiration date of such policy. In case of loss, Mortgagee is hereby authorized
to adjust and settle any claim under any such policy and Mortgagee is authorized
to collect and receipt for any such insurance money and to apply the same, at
Mortgagee's option, in reduction of the indebtedness hereby secured, whether due
or not, or to allow Mortgagor to use such insurance money, or any part thereof,
in repairing the damage or restoring the improvements or other property without
affecting the lien hereof for the full amount secured hereby.
It is further covenanted that Mortgagee may (but shall not be obligated to)
advance moneys that should have been paid by Mortgagor hereunder in order to
protect the lien or security hereof, and Mortgagor agrees without demand to
forthwith repay such money, which amount shall bear interest from the date so
advanced until paid at the rate of twelve percent (12%) per annum and shall be
considered as so much additional indebtedness secured hereby; but no payment by
Mortgagee of any such moneys shall be deemed a waiver of any rights of Mortgage
hereunder.
Mortgagor further covenants that granting any extension or extensions of
the time for payment of any part or all of the total indebtedness or liability
secured hereby, or taking other or additional security for payment thereof,
shall not affect this Mortgage or the rights of Mortgagee hereunder, or operate
as a release from any liability upon any part of the indebtedness hereby secured
or under any covenant herein contained.
It is further covenanted and made of the essence hereof that in case of
failure to make any payment when due or default for thirty (30) days in the
performance of any of the other covenants herein on the part of Mortgagor, then
the Mortgagee may consider all unmatured indebtedness or liability secured
hereby, and accrued interest thereon, as immediately due and payable, without
demand and without notice or declaration, and Mortgagee shall have the right
forthwith to institute proceedings to enforce the collection of all moneys
secured hereby and/or to foreclose the lien hereof.
It is further stipulated and agreed by and between the parties that
Mortgagee shall have the right to exercise any option or privilege herein given
or reserved and to enforce any duty of Mortgagor at any time without further or
other notice regardless of any prior waiver by Mortgagee or default of Mortgagor
or delay by Mortgagee in exercising any right, option, or privilege or enforcing
such duty of Mortgagor, and no waiver by Mortgagee or default of Mortgagor nor
delay of Mortgagee in exercising any right, privilege or option or in enforcing
any duty of Mortgagor shall be deemed, held, or construed to be a waiver or any
of the terms or provisions of this Mortgage or of any subsequent or continuing
default.
Mortgagee agrees that Mortgagor may borrow up to $1,500,000 and secure such
borrowing with a prior mortgage on the Property. In this regard Mortgagee agrees
to subordinate its rights under this Mortgage and Security Agreement to such
lender.
Mortgagor hereby waives all rights of homestead and exemption granted by
the Constitution and laws of Florida. All covenants and obligations of the
respective parties hereto shall extend to and be binding upon their respective
heirs, personal representatives, successors and assigns.
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage this 22nd day of
October, 1991.
Signed, sealed and delivered in the presence of:
VINDICATOR, INC.
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxxxx
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(LS) Xxxxxx X. Xxxxxxx Xxx X. Xxxxxxx, President
Secretary
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STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
BEFORE ME, the undersigned authority, on this 22nd day of October, 1991,
personally appeared Xxx X. Xxxxxxx, to me known, who, being by me duly sworn did
depose and say that he is the president of Vindicator, Inc., the corporation
that executed the Mortgage and Security Agreement, and that the same was
executed freely and voluntarily, for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
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Notary Public
My Commission Expires:
